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SECURITIES AND EXCHANGE COMMISSION  FORM 10-K  (Mark One)[X]
    
    ANNUAL REPORTPURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year
ended May 31, 2004
 OR [   ]
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number: 0-9061 ELECTRO RENT CORPORATION  CALIFORNIA
    
    95-2412961(State or other jurisdiction
    
    (I.R.S. Employerof incorporation or organization)
    
    Identification No.)
 6060 Sepulveda Boulevard
Van Nuys, California 91411-2512
(Address of principal executive offices and zip code) Registrants telephone number, including area code: (818) 786-2525 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock without par value Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]
No  [   ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (§229.405 of this chapter) is not contained herein, and will
not be contained to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [   ] Indicate by check mark whether the registrant is an accelerated filer (as
defined in the Exchange Act Rule 12b-2). Yes [X] No
[   ]. The aggregate market value of the registrants Voting Stock, held by
non-affiliates of the registrant, as of July 30, 2004, was $20,886,633. Number of shares of Common Stock outstanding as of July 30, 2004: 24,901,373
shares.




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TABLE OF CONTENTS  PART IItem 1. BusinessItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Submission of Matters to a Vote of Security HoldersPART IIItem 5. Market for the Registrants Common Equity and Related Stockholder MattersItem 6. Selected Financial DataItem 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RisksItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements With Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresPART IIIItem 10. Directors and Executive Officers of the RegistrantItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related TransactionsItem 14. Principal Accountant Fees and ServicesPART IVItem 15. Exhibits, Financial Statement Schedules and Reports on Form 8-KExhibit IndexSIGNATURESExhibit 22Exhibit 23(A)Exhibit 31(A)Exhibit 31(B)Exhibit 32(A)Exhibit 32(B)Exhibit 99(A)    Table of Contents  DOCUMENTS INCORPORATED BY REFERENCE  1.
    
    Inside front cover and pages 5-12 and 14-30 of the Annual Report to
Security Holders for the fiscal year ended May 31, 2004 (the 2004
Annual Report) are incorporated by reference in this Form 10-K Annual
Report.  2.
    
    Proxy Statement for the Annual Meeting of Shareholders to be held on
October 14, 2004 (the 2004 Proxy Statement). CROSS REFERENCE SHEET Showing Location in 2004 Annual Report
and 2004 Proxy Statement of Information
Required by Items of Form 10-K Caption and ReferenceForm 10-K Item
    
    in 2004 Annual ReportNumber and Caption
    
    or 2004 Proxy StatementPART II5.
    
    Market for the Registrants Common Equity and
Related Stockholder Matters
    
    Annual Report page 306.
    
    Selected Financial Data
    
    Annual Report inside front cover7.
    
    Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    Annual Report pages 5-128.
    
    Financial Statements and Supplementary Data
    
    Annual Report pages 14-29PART III10.
    
    Directors and Executive Officers of the Registrant
    
    Proxy Statement pages 4-511.
    
    Executive Compensation
    
    Proxy Statement pages 10-1812.
    
    Security Ownership of Certain Beneficial Owners
and Management
    
    Proxy Statement pages 3-413.
    
    Certain Relationships and Related Transactions
    
    Proxy Statement page 10




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PART I EXCEPT FOR THE HISTORICAL STATEMENTS AND DISCUSSIONS CONTAINED IN THIS
ANNUAL REPORT ON FORM 10-K, STATEMENTS CONTAINED IN THIS FORM 10-K CONSTITUTE
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES
EXCHANGE ACT OF 1934. THESE FORWARD-LOOKING STATEMENTS REFLECT CURRENT VIEWS
OF OUR MANAGEMENT WITH RESPECT TO FUTURE EVENTS AND FINANCIAL PERFORMANCE. ALL
PLANS, PROJECTIONS, AND FUTURE ESTIMATES ARE FORWARD-LOOKING STATEMENTS, WHICH
IN SOME, BUT NOT ALL, CASES, ARE IDENTIFIED BY WORDS SUCH AS ANTICIPATE,
BELIEVES, EXPECTS, INTENDS, FUTURE, AND OTHER SIMILAR EXPRESSIONS.
PLEASE DO NOT PUT UNDUE RELIANCE ON FORWARD LOOKING STATEMENTS. FORWARD
LOOKING STATEMENTS ARE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES, NOT ALL OF
WHICH ARE DISCLOSED IN THIS FORM 10-K. ALTHOUGH WE BELIEVE OUR ASSUMPTIONS ARE
REASONABLE, IT IS LIKELY THAT AT LEAST SOME OF THESE ASSUMPTIONS WILL NOT COME
TRUE. ACCORDINGLY, OUR ACTUAL RESULTS WILL PROBABLY DIFFER FROM THE OUTCOMES
CONTAINED IN ANY FORWARD-LOOKING STATEMENT, AND THOSE DIFFERENCES COULD BE
MATERIAL. FACTORS THAT COULD CAUSE OR CONTRIBUTE TO THESE DIFFERENCES INCLUDE
THE ONES DISCUSSED BELOW, AND IN THE RISK FACTORS ATTACHED AS EXHIBIT 99(A)
TO THIS 10-K, AS WELL AS IN OUR ANNUAL REPORT TO OUR SHAREHOLDERS (ESPECIALLY
IN THE SECTIONS ENTITLED MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS, AND IN QUANTITATIVE AND QUALITATIVE
DISCLOSURE ABOUT INTEREST RATES AND CURRENCY RATES) AND OUR OTHER FILINGS WITH
THE SECURITIES AND EXCHANGE COMMISSION. SHOULD ONE OR MORE OF THE RISKS
DISCUSSED, OR ANY OTHER RISKS, MATERIALIZE, OR SHOULD ONE OR MORE OF OUR
UNDERLYING ASSUMPTIONS PROVE INCORRECT, OUR ACTUAL RESULTS MAY VARY MATERIALLY
FROM THOSE ANTICIPATED, ESTIMATED, EXPECTED OR PROJECTED. IN LIGHT OF THE
RISKS AND UNCERTAINTIES, THERE CAN BE NO ASSURANCE THAT ANY FORWARD-LOOKING
INFORMATION WILL IN FACT PROVE TO BE CORRECT. WE DO NOT UNDERTAKE ANY
OBLIGATION TO UPDATE FORWARD-LOOKING STATEMENTS. Unless otherwise noted (1) the terms Electro Rent, we, us, and
our, refer to Electro Rent Corporation and its subsidiaries, and (2) the
terms Common Stock and shareholder(s) refer to Electro Rents common stock
and the holders of that stock, respectively. 
 Item 1. Business. Electro Rent was incorporated in California in 1965 and became a publicly
held corporation on March 31, 1980. We primarily engage in the rental, lease and sale of state-of-the-art
electronic equipment. About 81% of our equipment portfolio at acquisition
cost is composed of general purpose test and measurement instruments purchased
from leading manufacturers such as Agilent Technologies and Tektronix. The
remainder of our equipment portfolio comprises personal computers and servers,
from manufacturers including Dell, HP/Compaq, IBM and Toshiba. A large part of
our test and measurement equipment portfolio is rented or leased to Fortune 500
companies in the aerospace, defense, electronics and telecommunications
industries. We believe that a large part of our test and measurement equipment
is used in research and development activities and that a significant amount of
this equipment is used in connection with government-generated projects. We
also rent equipment to companies of various sizes representing a cross-section
of American industry. No customer accounted for more than 10% of our revenues
for any of the three fiscal years ended May 31, 2004. No significant portion of
our revenues is currently derived from direct United States Government
contracts. The profitability of our business also depends in significant part on
controlling the timing, pricing and mix of purchases and sales of equipment.
We seek to acquire new and used equipment at attractive prices which we feel we
can make a profit from a combination of renting and/or selling them. At times,
we may acquire equipment which we do not intend to rent, because we think it
can be more profitably sold. The sale 1




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of equipment, either after acquisition or after it has been rented, can
comprise a significant portion of revenues and operating profit. To maximize
overall profit from the rental, leasing, and sales of equipment, we manage our
equipment pool on an on-going basis by analyzing our product strategy for each
specific equipment class in light of that equipments historical and projected
lifecycle. In doing so, we must compare our estimate of potential profit from
rental with the potential profit from the products immediate sale and
replacement with new or other equipment. In our analysis, we assume
depreciation and impairment of equipment based on historical levels, although
historical trends are not necessarily indicative of future trends. Our overall
equipment management is complex and our product strategy can change during a
products lifetime based upon numerous factors, including the U.S. and global
economy, interest rates and new product launches. Our strategic equipment pool
decisions are based on the following fundamentals:  
    
    The acquisition cost for Electro Rent;
    
    Our estimates of current and future market demand for rentals;
    
    Our estimates of current and future supply of product;
    
    The book value of the product after depreciation and other impairment;
    
    Our estimates of the effect of interest rates on rental
and leasing fees as well as capital financing; and
    
    Our estimates of the potential current and future sale
prices. If we are unable to accurately predict market trends, or if demand for the
equipment we supply declines, we can be left with large lots of equipment that
we are unable to rent or sell for a profit. The Company assesses the carrying
value of its equipment pool on a quarterly basis or when factors indicating
impairment are present. When the U.S. and global economy began to rebound in
fiscal 2004, we saw increased demand for our equipment, and the Company was
able to sell equipment that we had previously written down or that was older
and more fully depreciated. Due in part to these events, the Company
experienced greater than normal gross margins on equipment sales in fiscal
2004. We intend to maintain our equipment management strategy, and,
accordingly, we expect that gross margins on sales will return to normal
historical levels as older and previously impaired equipment constitute a
smaller percentage of sales. Although we improved profitability with each successive quarter in fiscal
2004, organic growth was modest, consistent with the economic environment. In
March 2004, we acquired certain contracts of a quick-ship services business
from a unit of CIT Group Inc. This acquisition is designed to supplement our
growth and provide us an entry into the disaster recovery business. Focused,
prudent growth continues to be a primary goal for fiscal 2005 and we intend to
continue to evaluate growth and acquisition opportunities as they arise. We service our customers through sales offices and calibration and service
centers in the United States and Canada, which are linked by an on-line
computer system. These centers also function as depots for the sale of used
equipment. Our business is relatively non-seasonal except for the third quarter
months of December, January and February, when rental activity declines due to
extended holiday closings by a number of customers. In addition, because
February is a short month, rental billing is reduced. We purchase the majority of our equipment from leading suppliers of
electronic equipment. The product development activities of our major
suppliers tend to shape the nature of the rental and lease demand of our
customers and the demand for equipment. As a result, our business is
significantly affected by the introduction of new products from our major
suppliers, particularly Agilent Technologies and Tektronix. We continually develop new relationships with suppliers as well as
maintain current relationships with our suppliers to maintain our ability to
fill quickly customer orders for equipment with typically long lead-times. We
believe that our relationships with our major suppliers are good. Because of
the volume of our purchases and the nature of our relationships, often we are
considered part of their distribution strategy. 2




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At May 31, 2004, Electro Rent employed approximately 256 individuals.
None of these employees is a member of a labor union. We consider our employee
relations to be satisfactory and provide standard employee benefits and pay
certain of the costs of employee education. 
 Item 2. Properties. Electro Rents corporate headquarters and Los Angeles sales office are
located at 6060 Sepulveda Boulevard, Van Nuys, California. The building
contains approximately 84,500 square feet of office space. Approximately 30,800
square feet are currently leased to other subtenants. These subtenant
arrangements provide for all of the subleased property to be available for our
future needs. An additional 10,000 square feet in the building are available
for leasing. We own a facility in Wood Dale, Illinois, containing approximately 30,750
square feet. This facility houses our Illinois warehouse and service center. Our building at 15385 Oxnard Street, Van Nuys, California, contains
approximately 68,200 square feet. We use all of this space, except for 4,500
square feet which is currently being leased to others. This building houses
our California warehouse and equipment calibration center. As of May 31, 2004 Electro Rent had sales offices in the metropolitan
areas of Atlanta and Los Angeles. We also have service centers in Chicago,
Dallas, Detroit, Houston, Los Angeles, New York/Newark, San Francisco, Toronto
and Washington/Baltimore. Electro Rents facilities aggregate approximately 341,000 square feet.
Except for the corporate headquarters, the Chicago area facilities, and the
Oxnard Street building, all of the facilities are rented pursuant to leases for
up to three years for aggregate annual rentals of approximately $1,331,000 in
fiscal 2004. We do not consider any rented facility essential to our
operations. We consider our facilities to be in good condition, well
maintained and adequate for our needs. 
 Item 3. Legal Proceedings. In the normal course of our business, we are involved in various claims
and legal proceedings. We believe these matters will not have a material
adverse effect on our business, financial condition or results of operations. 
 Item 4. Submission of Matters to a Vote of Security Holders. No matter was submitted during the fourth quarter of the fiscal year
covered by this report to a vote by our security holders. 
 PART II 
 Item 5. Market for the Registrants Common Equity and Related Stockholder Matters. Electro Rents Common Stock is listed by the National Association of
Securities Dealers and is quoted on the NATIONAL MARKET SYSTEM OF NASDAQ. Our
symbol is ELRC. The quarterly market price ranges for our Common Stock for
the two fiscal years ended May 31, 2004, as quoted on NASDAQ, shareholder
information and dividend information are set forth on page 30 of the 2004
Annual Report and are incorporated herein by reference. None of our preferred shares are issued or outstanding. 3




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Item 6. Selected Financial Data. The summary of the selected financial data referred to as Financial
Highlights, appearing on the inside front cover of the 2004 Annual Report, is
hereby incorporated by reference. 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations. Information appearing under the above caption on pages 5 to 12 of the 2004
Annual Report is hereby incorporated by reference. 
 Item 7A. Quantitative and Qualitative Disclosures About Market Risks. The information appearing in the Risk Factors, filed with this 10-K as
Exhibit 99(A), is hereby incorporated by reference. 
 Item 8. Financial Statements and Supplementary Data. Our consolidated financial statements together with the report thereon of
Deloitte & Touche LLP appearing on pages 14 to 29 of the 2004 Annual Report are
hereby incorporated by reference. 
 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. Not Applicable 
 Item 9A. Controls and Procedures. We maintain disclosure controls and procedures (as such term is defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as
amended (the Exchange Act)) that are designed to ensure that information
required to be disclosed in the reports we file or submit under the Exchange
Act is recorded, processed, summarized and reported within the time periods
specified in the SECs rules and forms, and that such information is
accumulated and communicated to our management, including our Chief Executive
Officer and our Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure. In designing and evaluating the
disclosure controls and procedures, management recognized that any controls and
procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and
management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures. We announced that we overstated current income taxes payable by $1.5
million during the year ended May 31, 2001. As a result, retained earnings and
income taxes payable as of June 1, 2001, have been restated to decrease current
income taxes payable at that date by $1.5 million, to $3.4 million. Retained
earnings and income taxes payable at May 31, 2003 were modified accordingly.
For a detailed description of the restatement see our Annual Report
incorporated in Form 10-K for the year ended May 31, 2004. Our independent
auditors, in connection with their audit of our 2004 financial statements, have
noted certain matters involving our internal control and its operation as they
related to the improper recording of current income taxes payable in the
periods affected by the restatements that they consider to be a reportable
condition under standards of the Public Company Accounting Oversight Board and
have advised us that, in their judgment, the reportable condition constitutes a
material weakness under such standards. We have instituted changes to our internal control to provide greater
assurance that we have mitigated the control deficiencies that resulted in the
restatement of our financial statements. Such changes include changes in our
operating and accounting procedures to, among other things, provide more
detailed reviews of estimation procedures for income taxes payable. We believe
that the changes we have undertaken to address the factors that gave rise to
the restatements constitute an appropriate response to the reportable condition
discussed above. 4




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As required by SEC Rule 13a-15(b), we carried out an evaluation, under the
supervision and with the participation of our management, including our Chief
Executive Officer and our Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures as of the end of
the period covered by this report. In making this evaluation, we considered
matters relating to the restatement of our consolidated financial statements
for fiscal 2002 and 2003, including the material weakness in our internal
control over financial reporting. Our management, including our Chief
Executive Officer and our Chief Financial Officer, believe that certain of the
errors giving rise to restatement adjustments occurred because our control
processes and procedures related to the matters underlying such adjustments
were not effective during the period in which the error occurred. Our
evaluation considered, among other things, the substantial process that was
undertaken to ensure that all material adjustments necessary to correct the
previously issued financial statements were recorded as part of the
restatements, as well as the actions described above to enhance our internal
control over financial reporting and our disclosure controls and procedures. Based upon the evaluation of the effectiveness of the design and operation
of our disclosure controls and procedures as of the end of the period covered
by this report, our Chief Executive Officer and Chief Financial Officer
concluded that, except as described above, our disclosure controls and
procedures were effective at the reasonable assurance level as of the end of
such period. Except as described above, there have not been any changes in the
Companys internal control over financial reporting (as such term is defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period to
which this report relates that have materially affected, or are reasonably
likely to materially affect, the Companys internal control over financial
reporting. 
 PART III 
 Item 10. Directors and Executive Officers of the Registrant. Information appearing in the 2004 Proxy Statement under the captions
Election of Directors (pages 4 and 5), Executive Officers (page 5), Compliance
With Section 16 of the Securities Exchange Act of 1934 (page 10), and
Transactions With Management (page 10), is hereby incorporated by reference. 
 Item 11. Executive Compensation. Information appearing in the 2004 Proxy Statement under the caption
Executive Compensation (pages 10 to 18) is hereby incorporated by reference. 
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. Information concerning the ownership of Electro Rents securities by its
principal holders and its management is set forth in the 2004 Proxy Statement
(pages 3 and 4), and is incorporated herein by reference. 
 Item 13. Certain Relationships and Related Transactions. Information appearing in the 2004 Proxy Statement under the caption
Transactions With Management (page 10) is hereby incorporated by reference. 
 Item 14. Principal Accountant Fees and Services. Information appearing in the 2004 Proxy Statement under the caption
Proposal 2  Approval of Selection of Independent Auditors (page 20) is hereby
incorporated by reference. 5




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PART IV 
 Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K. (a) The following financial statements covered by the Consent of the
Independent Registered Public Accounting Firm are filed as a part of this
report and are included or incorporated herein by reference to the following
page or pages of the 2004 Annual Report. 2004 AnnualReportItem
    
    Page Number1.
    
    Financial StatementsConsolidated Statements of Income for each of the
three years in the period ended May 31, 2004
    
    
    14Consolidated Balance Sheets at May 31, 2004 and 2003
    
    
    15Consolidated Statements of Shareholders Equity for
each of the three years in the period ended May 31,
2004
    
    
    16Consolidated Statements of Cash Flows for each of the
three years in the period ended May 31, 2004
    
    
    17Notes to Consolidated Financial Statements
    
    
    18-28Report of Independent Registered Public Accounting Firm
    
    
    292.
    
    Financial Statement Schedules
    
    
    243.
    
    Exhibits
 See the Exhibit Index. The Exhibits listed in the Exhibit Index are filed as part of
this report and are incorporated herein by reference. All other schedules have been omitted since the required information is
not present or is not present in amounts sufficient to require submission of a
schedule, or because the information required is included in the financial
statements or related notes. (b) Reports on Form 8-K. During the last quarter of the period covered by this Annual Report on
Form 10-K, the Registrant filed Current Reports on Form 8-K on March 10, 2004
and March 26, 2004. 6




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(c) Exhibits listed by numbers corresponding to Exhibit Table of Item 601 of
Regulation S-K. 
 Exhibit Index
(* Indicates compensation plan, contract or arrangement) ExhibitNumber
    
    Document Description(3)
    
    Articles of Incorporation (Restated) and bylaws are incorporated
by reference to Exhibits 1.2 and 6.1, respectively, of
Registration Statement (Form S-14), File No. 2-63532. A copy of
the Restated Articles of Incorporation and the Certificate of
Amendment of Restated Articles of Incorporation filed October
24, 1988 are incorporated by reference to Exhibit (3) to the
Annual Report (Form 10-K) for the fiscal year ended May 31,
1989. A copy of the Certificate of Amendment of Restated
Articles of Incorporation filed October 15, 1997 is filed as
Exhibit (3) to the Annual Report (Form 10-K) for the fiscal year
ended May 31, 1999. A copy of the amendment to the bylaws
adopted October 6, 1994 is incorporated by reference to the
Annual Report (Form 10-K) for the fiscal year ended May 31,
1995. A copy of the amendment to the bylaws adopted November
15, 1996 is incorporated by reference to Exhibit (3) of the
Annual Report (Form 10-K) for the fiscal year ended May 31,
1997.(10)(A)(1)
    
    The Electro Rent Corporation Employee Stock Ownership And
Savings Plan, June 1, 1985 Restatement, and the Electro Rent
Corporation Employee Stock Ownership And Savings Plan Trust
Agreement, are incorporated by reference to Exhibits 10(A)-(1)
and 10(A)-(2) of the Registrants Annual Report (Form 10-K) for
the fiscal year ended May 31, 1985. A copy of Amendment No. One
to the Restated ESOP is incorporated by reference to Exhibit
(10)(A) of Registrants Annual Report (Form 10-K) for the fiscal
year ended May 31, 1987.*(10)(A)(2)
    
    A copy of the Electro Rent Corporation Employee Stock Ownership
And Savings Plan, Restated As Of June 1, 1989 is incorporated by
reference to Exhibit (10)(A) of the Annual Report (Form 10-K)
for the fiscal year ended May 31, 1989.*(10)(A)(3)
    
    Copies of the following documents amending and supplementing the
ESOSP and ESOP as heretofore amended are incorporated by
reference to Exhibit (10)(A)-(1) to (7) of the Annual Report
(Form 10-K) for the fiscal year ended May 31, 1995:(10)(A)(4)
    
    Adoption Agreement For The Vanguard Prototype 401(K) Savings
Plan dated August 1, 1994.*(10)(A)(5)
    
    Electro Rent Corporation Savings Plan Trust Agreement dated
September 1, 1994.*(10)(A)(6)
    
    Electro Rent Savings Plan Supplement To The Vanguard Prototype
401(K) Savings Plan Adoption Agreement dated September 24,
1994.*(10)(A)(7)
    
    Second Amendment To Electro Rent Corporation Employee Stock
Ownership & Savings Plan (Restated As Of June 1, 1989) dated as
of June 1, 1991*(10)(A)(8)
    
    Third Amendment To Electro Rent Corporation Employee Stock
Ownership And Savings Plan (Restated As Of June 1, 1989) dated
June 15, 1994*(10)(A)(9)
    
    Fourth Amendment To Electro Rent Corporation Savings Plan
(Restated As Of June 1, 1989) dated September 1, 1994*(10)(A)(10)
    
    Electro Rent Corporation Employee Stock Ownership Plan Trust
Agreement dated
 7




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ExhibitNumber
    
    Document DescriptionSeptember 1, 1994.*(10)(A)(11)
    
    A copy of the GE Rentals Supplement to the Vanguard Prototype
401(k) Savings Plan Adoption Agreement adopted October 10, 1997
is incorporated by reference to Exhibit 10(A) of the Annual
Report (Form 10-K) for the fiscal year ended May 31, 1998.*(10)(C)
    
    A copy of the Electro Rent Corporation Supplemental Retirement
Plan is incorporated by reference to Exhibit (10)(C) of
Registrants Annual Report (Form 10-K) for the fiscal year ended
May 31, 1987.*(10)(D)(1)
    
    The Executive Employment Agreement between the Company and
Daniel Greenberg, Chairman of the Board of Directors and Chief
Executive Officer, originally entered into December 15, 1986 and
amended November 22, 1988 by Amendment No. One To Executive
Employment Agreement, as further amended and restated as of July
15, 1992. A copy of the Executive Employment Agreement (Amended
And Restated as of July 15, 1992), and as further amended as of
October 2001) is incorporated by reference to Exhibit
(10)(D)-(1) of Registrants Annual Report (Form 10-K) for the
fiscal year ended May 31, 1993. A copy of Amendment No. 1 to
the Amended and Restated Executive Employment Agreement, dated
October 12, 2001 is incorporated by reference to Exhibit
(10)(D)-(1) of Registrants Annual Report (Form 10-K) for the
fiscal year ended May 31, 2003.*(10)(D)(2)
    
    The Executive Employment Agreement between the Company and
William Weitzman, President and Chief Operating Officer,
originally entered into December 15, 1986 and amended November
22, 1988 by Amendment No. One To Executive Employment Agreement,
as further amended and restated as of July 15, 1992 and amended
by Amendment No. 1 to the Amended and Restated Executive
Employment Agreement, dated October 12, 2001. A copy of
Executive Employment Agreement (Amended And Restated as of July
15, 1992, and as further amended as of October 2001) is
incorporated by reference to Exhibit (10)(D)-(1) of Registrants
Annual Report (Form 10-K) for the fiscal year ended May 31,
1993. A copy of Amendment No. 1 to the Amended and Restated
Executive Employment Agreement, dated October 12, 2001 is
incorporated by reference to Exhibit 10(D)(2) of the
Registrants Annual Report (Form 10-K) for the fiscal year ended
May 31, 2002.*(10)(D)(3)
    
    Letter setting forth terms of retirement of William Weitzman,
President and Chief Operating Officer, a copy of which is
incorporated by reference to Exhibit 10(D)(3) of the
Registrants Current Report on Form 8-K for events occurring
October 9, 2003.(10)(E)(1)
    
    A copy of the Electro Rent Corporation 1990 Stock Option Plan,
the Electro Rent Corporation Stock Option Agreement (Incentive
Stock Option) and the Electro Rent Corporation Stock Option
Agreement (Nonstatutory Option) are incorporated by reference to
Exhibits (10)(E)-(1), (10)(E)-(2) and (10)(E)-(3), respectively
to the Annual Report (Form 10-K) for the fiscal year ended May
31, 1990. A copy of Amendment Number One To Electro Rent
Corporation 1990 Stock Option Plan adopted October 3, 1991 is
incorporated by reference to Exhibit (10)(E) of the Annual
Report (Form 10-K) for the fiscal year ended May 31, 1992. A
copy of Amendment Number Two To Electro Rent Corporation 1990
Stock Option Plan adopted April 11, 1995 is incorporated by
reference to Exhibit (10)(E) of the Annual Report (Form 10-K)
for the fiscal year ended May 31, 1995.*(10)(E)(2)
    
    A copy of the Electro Rent Corporation 1996 Stock Option Plan,
the Electro Rent Corporation Stock Option Agreement (Incentive
Stock Options) and the Electro Rent Corporation Stock Option
Agreement (Nonstatutory Stock Options) are incorporated by
reference to Exhibits (10)(E)-(1), (2) and (3) respectively to
the Annual Report (Form 10-
 8




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ExhibitNumber
    
    Document DescriptionK) for the fiscal year ended May 31,
1996. A copy of Amendment Number One To Electro Rent
Corporation 1996 Stock Option Plan adopted November 1, 1996 is
incorporated by reference to Exhibit (10)(E) of the Annual
Report (Form 10-K) for the fiscal year ended May 31, 1998.*(10)(E)(3)
    
    A copy of the Electro Rent Corporation 1996 Director Option Plan
and the Electro Rent Corporation Stock Option Agreement for the
1996 Director Option Plan are incorporated by reference to
Exhibits (10)(E)-(4) and (5) respectively to the Annual Report
(Form 10-K) for the fiscal year ended May 31, 1996.(10)(E)(4)
    
    Electro Rent Corporation 1996 Director Option Plan Amendment No.
One is incorporated by reference to Exhibit (10)(E) to the
Annual Report (Form 10-K) for the fiscal year ended May 31,
2001.10(E)(5)
    
    A copy of the Electro Rent Corporation 2002 Employee Stock
Option Plan, the Electro Rent Corporation Stock Option Agreement
(Incentive Stock Options) and the Electro Rent Corporation Stock
Option Agreement (Nonstatutory Stock Options) is incorporated by
reference to Exhibit (10)(E) of the Annual Report (Form 10-K)
for the fiscal year ended May 31, 2002.(11)
    
    Statement re computation of per share earnings is incorporated
by reference to the 2004 Annual Report, page 24.(13)
    
    2004 Annual Report. Only those portions of the 2004 Annual
Report expressly incorporated hereby by reference are deemed
filed.(21)
    
    Subsidiaries of the Registrant. Genstar Rental Electronics,
Inc., a Canadian corporation
 ER International, Inc., a Delaware corporation(22)
    
    Inside front cover and pages 5-12 and 14-29 of the 2004 Annual
Report are appended hereto as Exhibit 22 hereof and are being
electronically filed with this Form 10-K Annual Report.(23)(A)
    
    Consent of Deloitte & Touche LLP, the Companys independent
registered public accounting firm.(31)(A)
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer(31)(B)
    
    Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer(32)(A)
    
    Section 1350 Certification by Principal Executive Officer(32)(B)
    
    Section 1350 Certification by Chief Financial Officer(99)(A)
    
    Risk Factors
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(d) Schedule of Financial Statements Required by Regulation S-X, which is
excluded from the 2004 Annual Report by Rule 14 a 3(b) (1): None. See Cross Reference Table under Item 15 (Exhibits, Financial Statement
Schedules and Reports on Form 8-K) of this Form 10-K. 10




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SIGNATURES Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized. Electro Rent CorporationDated: August 13, 2004.
    
    By
    
    /s/ Daniel GreenbergDaniel GreenbergChief Executive Officer and Director
 Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated. SIGNATURE
    
    TITLE
    
    DATE/s/ Daniel Greenberg

Daniel Greenberg
    
    Chairman of the Board and
Chief Executive Officer
    
    August 13, 2004/s/ Craig R. Jones

Craig R. Jones
    
    Chief Financial Officer
    
    August 13, 2004/s/ Gerald D. Barrone

Gerald D. Barrone
    
    Director
    
    August 13, 2004/s/ Nancy Y. Bekavac

Nancy Y. Bekavac
    
    Director
    
    August 13, 2004/s/ Karen J. Curtin

Karen J. Curtin
    
    Director
    
    August 13, 2004/s/ Joseph J. Kearns

Joseph J. Kearns
    
    Director
    
    August 13, 2004/s/ S. Lee Kling

S. Lee Kling
    
    Director
    
    August 13, 2004/s/James S. Pignatelli

James S. Pignatelli
    
    Director
    
    August 13, 2004
 Signature Page